Governance

The SoA is a democratic organisation governed by its Members.

Our overall strategic direction is set by a member elected Management Committee, while day to day activities are managed by our staff team in London. A Council of senior members are responsible for electing a President (currently Philip Pullman), who acts as an ambassador and spokesperson.

Structure

Our structure is both unusual and complicated. We are one of very few special register bodies, which means we are both a company limited by shares and a trade union. A detailed investigation and discussion on the structure in 2014 concluded that any change in the structure would be entirely cosmetic in practice, not to mention expensive, time-consuming, complex and could endanger, among other things, our continued administration of our grants and awards.

Our shareholders

Society of Authors shares are nominal only, and are held by the President, the Treasurer, and a member of the Council chosen by the President. These nominees are legally bound to act only as instructed by the full membership making its wishes known via a formal voting procedure.

Members, the Management Committee and the Council

Members: our membership is made up of almost 9,500 voting members and a few hundred associate members who do not have voting rights.

The Management Committee oversees the direction and governance of the Society of Authors and of the Chief Executive. It consists of 12 of our members, who are elected to serve for three years at a time, led by a Chair who they elect to serve for two years at a time.

The Council, headed by our President, is made up of members of high standing and who have been exceptional in their support of the Society of Authors. They have two powers only - to elect the President and, if the organisation ceases to exist for any reason, they will ensure that any assets are passed to a similar organisation.

The President is an ambassador for the Society of Authors and comments on broad policy issues, but has no role in our direction or governance.

Our constitution

The Society of Authors constitution was radically overhauled in 2014 following a three year consultation and review process. It is made up of four core documents.

Articles of Association

This is a formal document, required by company law, which sets out the rules by which the limited company is run. It can be amended only by our members passing a resolution approved by 75% of those voting.

Article 2 sets out our core aims

Articles 3-26 set out the powers, authority and composition of the Management Committee, who act as our company board of directors

Articles 27-49 deal with matters relating to the company’s shares

Article 50 states that if the Society of Authors is dissolved for any reason, any surplus of assets over debts must be transferred to bodies with core aims the same or similar to our own.

Bye-Laws

This document sets out how members operate and make decisions about the Society of Authors. It sets out who may be members, how meetings of members are conducted, and how the Management Committee, Chair, President, Council and Treasurer are appointed and for how long. The Bye-Laws can be amended only our members passing a resolution approved by 50% of those voting.

Rules

This gives the detailed provisions for the practical running of the Society of Authors. The Rules can be changed by the Management Committee provided they are consistent with, and do not repeal anything contained in, our Articles of Association and Bye-Laws.